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10A-5A-7.03
Section 10A-5A-7.03 Right to wind up activities and affairs. (a) The person or persons
designated in the limited liability company agreement to wind up the activities and affairs
of the dissolved limited liability company shall wind up the activities and affairs of the
limited liability company in accordance with Section 10A-5A-7.02. If no person or persons
are designated in the limited liability company agreement to wind up the activities and affairs
of the dissolved limited liability company, then the remaining members of the dissolved limited
liability company shall wind up the activities and affairs of the limited liability company
in accordance with Section 10A-5A-7.02. If no person or persons are designated in the
limited liability company agreement to wind up the activities and affairs of the dissolved
limited liability company and there are no remaining members of the dissolved limited liability
company, then all of the holders of the transferable interests of the limited...
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40-18-28
Section 40-18-28 Returns of subchapter K entities and single member limited liability
companies. Every subchapter K entity, and every single member limited liability company, shall
make a return to the Department of Revenue for each taxable year, stating specifically the
items of its gross income and the deductions allowed by this chapter, and shall include in
the return the names and addresses of the partners or members and the amount of the distributive
share of each partner or member. The return must be subscribed by the person who makes it
and must contain a printed declaration that it is made under the penalties of perjury. A person
who willfully makes and subscribes a return which he or she does not believe to be true and
correct as to every material particular shall be guilty of perjury and upon conviction shall
be punished as prescribed in Section 40-18-27. (Acts 1935, No. 194, p. 256; Code 1940,
T. 51, ยง395; Acts 1961, Ex. Sess., No. 188, p. 2158; Acts 1997, No. 97-625, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-28.htm - 1K - Match Info - Similar pages
10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate
of formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-5A-11.01
Section 10A-5A-11.01 Series of assets. (a) If a limited liability company complies with
Section 10A-5A-11.02, a limited liability company agreement may establish or provide
for the establishment of one or more designated series of assets that: (1) has separate rights,
powers, or duties with respect to specified property or obligations of the limited liability
company or profits and losses associated with specified property or obligations; or (2) has
a separate purpose or investment objective. (b) A series established in accordance with subsection
(a) may carry on any activity, whether or not for profit. (c) After a person is admitted as
a member of a limited liability company in accordance with Section 10A-5A-4.01, a member
is associated with a series of the limited liability company: (1) as provided in the limited
liability agreement; (2) as the result of a transaction effective under Article 10; or (3)
with the consent of all members associated with that series. (Act 2014-144, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.01.htm - 1K - Match Info - Similar pages
10A-5A-4.08
Section 10A-5A-4.08 Duties of persons with direction and oversight. (a)(1) The duties
a person who has the authority to direct and oversee the activities and affairs of a limited
liability company owes to the limited liability company and to the members of the limited
liability company include the duty of loyalty and the duty of care as described in subsections
(b) and (d)(1). (2) The duties a person who has the authority to direct and oversee the activities
and affairs of a series of a limited liability company owes to that series and the members
associated with that series include the duty of loyalty and the duty of care as described
in subsections (c) and (d)(2). (b) The duty of loyalty of a person described in subsection
(a)(1) to a limited liability company and its members includes each of the following: (1)
To account to the limited liability company and to hold as trustee for it any property, profit,
or benefit derived by that person in the conduct or winding up of the limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.08.htm - 6K - Match Info - Similar pages
10A-5A-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in
part, of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member
to cease to be a member of the limited liability company; and (B) does not by itself cause
a member to cease to be associated with a series of the limited liability company; (3) does
not by itself cause a dissolution and winding up of the limited liability company, or a series
thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to:
(A) participate in the direction or oversight of the activities and affairs of the limited
liability company, or a series thereof; or (B) have access to records or other information
concerning the activities and affairs of the limited liability company, or a series thereof.
(b) A transferee has the right to receive, in accordance with the transfer, distributions
to which the transferor would otherwise be entitled. (c) A transferable interest may be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-5.02.htm - 2K - Match Info - Similar pages
10A-5A-11.11
Section 10A-5A-11.11 Right to wind up activities and affairs of series. (a) The person
or persons designated in the limited liability company agreement to wind up the activities
and affairs of the dissolved series shall wind up the activities and affairs of the dissolved
series in accordance with Section 10A-5A-11.10. If no person or persons are designated
in the limited liability company agreement to wind up the activities and affairs of the dissolved
series, then the remaining members associated with the dissolved series shall wind up the
activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10.
If no person or persons are designated in the limited liability company agreement to wind
up the activities and affairs of the dissolved series and there are no remaining members associated
with the dissolved series, then all of the holders of the transferable interests associated
with the series, or their designee, shall wind up the activities and affairs of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.11.htm - 2K - Match Info - Similar pages
10A-5-6.03
Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the
operating agreement: (1) An assignee of an interest in a limited liability company may become
a member only if the other members unanimously consent. The consent of a member may be evidenced
in any manner specified in the operating agreement, but in the absence of such a specification,
consent shall be evidenced by a written instrument, dated and signed by the member. (2) The
assignor of a membership interest is not released from liability to the limited liability
company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3)
A member who assigns the member's entire interest in the limited liability company ceases
to be a member or to have the power to exercise any rights of a member when any assignee of
the interest becomes a member with respect to the assigned interest. (b) An assignee who...
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10A-8A-10.02
Section 10A-8A-10.02 Special rules for limited liability partnerships performing professional
services. (a) A limited liability partnership shall have the power to render professional
services if it complies with the rules of the licensing authority for such profession. (b)
Every individual who renders professional services as a partner or as an employee of a limited
liability partnership shall be liable for any negligent or wrongful act or omission in which
the individual personally participates to the same extent the individual would be liable if
the individual rendered the services as a sole practitioner. (c) Except as otherwise provided
in subsection (b), the personal liability of a partner of any limited liability partnership
engaged in providing professional services shall be governed by Section 10A-8A-3.06.
(d) The personal liability of a partner or employee of a foreign limited liability partnership
engaged in providing professional services shall be determined under the law of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-10.02.htm - 2K - Match Info - Similar pages
10A-5-6.01
Section 10A-5-6.01 Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the filing of a limited liability company's
original certificate of formation, additional members may be admitted as follows: (1) In the
case of a member acquiring an interest directly from the limited liability company, upon compliance
with the operating agreement or, if the operating agreement does not provide for the admission
of additional members, with the written consent of all members. (2) In the case of an assignee
of an interest of a member, by complying with Section 10A-5-6.03. (b) The effective
time of admission of a member to a limited liability company shall be the later of: (1) The
date the limited liability company is formed. (2) The time provided in the operating agreement,
or if no time is provided, then when the person's admission is reflected in the records of
the limited liability company. (Acts 1993, No. 93-724, p. 1425,...
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